Selected notes to the summarised consolidated financial statements For the year ended 31 December 2016 1. Reporting entity JSE Limited (the JSE or the Company ) is a company domiciled in South Africa. The registration number is 2005/022939/06. The JSE is licensed as an exchange in terms of the Financial Markets Act, No. 19 of 2012. The JSE has the following main lines of business: Capital Markets, Trading and Market Services, Information Services and Post-Trade Services. The address of the Company s registered office is One Exchange Square, 2 Gwen Lane, Sandown. The consolidated financial statements of the Company as at and for the year ended 31 December 2016 comprise the Company and its subsidiaries and controlled structured entities (collectively referred to as the Group and individually as Group entities ) and reflect the Group s interest in associates. 2. Basis of preparation Statement of compliance The summary consolidated financial statements are prepared in accordance with the requirements of the JSE Limited Listings Requirements for abridged reports, and the requirements of the Companies Act applicable to summary financial statements. The Listings Requirements require abridged reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the consolidated financial statements, from which the summary consolidated financial statements were derived, are in terms of International Financial Reporting Standards and are consistent with the accounting policies applied in the preparation of the previous consolidated annual financial statements. 3. Changes in accounting policies All accounting policies applied by the Group in these summarised consolidated financial statements are in terms of IFRS and are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2016. 4. Comparative figures Unless otherwise indicated, comparative figures refer to the 12 months ended December 2015. 5. Use of estimates and judgements The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. 6. Financial risk management The Group s financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2016. 7. Operating segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group s other components. Costs in the JSE are managed holistically across the Exchange and variances against budget are closely monitored. Information technology and other corporate overheads are not generally allocated to a particular segment. 72
Group 2016 2015 R 000 R 000 8. Operating segments and revenue Revenue comprises: Capital Markets Equity market fees 555 439 501 190 Equity derivatives fees 177 335 173 434 Currency derivatives fees 37 573 34 009 Interest rate market fees 60 318 50 240 Commodity derivatives fees 69 725 73 069 Primary market fees 164 368 160 644 Post-Trade Services Clearing and settlement fees 412 741 356 677 Back-office services (BDA) 315 981 310 717 Funds under management 94 940 86 415 Information services Indices net of FTSE 42 150 35 882 Colocation fees 19 938 16 621 Other market data fees 235 956 192 434 Trading and market services Trading services 23 401 19 944 Total revenue excluding Strate ad valorem fees 2 209 865 2 011 276 Strate ad valorem fees 128 931 122 272 2 338 796 2 133 548 9. Personnel expenses Remuneration paid 522 233 465 464 Gross amount paid 541 576 483 091 Less: Capitalised to intangible assets (19 343) (17 627) Long-term incentive schemes 42 763 30 295 564 996 495 759 10. Other expenses Other expenses 562 486 526 340 Technology costs 282 658 234 580 ABOUT THIS REPORT ABOUT THE JSE STRATEGY AND PERFORMANCE RESULTS SHAREHOLDER INFORMATION 11. Income tax expense The Group s consolidated effective tax rate for the year ended 31 December 2016 was 26% (2015: 27%). The investor protection funds are exempt from income tax in terms of S(10)(i)(d)(iii) of the Income Tax Act, No 58 of 1962. 845 144 760 920 73
Selected notes to the consolidated financial statements (continued) For the year ended 31 December 2016 Group 2016 2015 R 000 R 000 12. Earnings and headline earnings per share 12.1 Basic earnings per share Profit for the year attributable to ordinary shareholders 919 702 899 478 Weighted average number of ordinary shares: Issued ordinary shares at 1 January 86 877 600 86 877 600 Effect of own shares held (JSE LTIS 2010) (1 305 370) (1 297 984) Weighted average number of ordinary shares at 31 December 85 572 230 85 579 616 Basic earnings per share (cents) 1 074.8 1 051.0 12.2 Diluted earnings per share Profit for the year attributable to ordinary shareholders 919 702 899 478 Weighted average number of ordinary shares (diluted): Weighted average number of ordinary shares at 31 December (basic) 85 572 230 85 579 616 Effect of LTIS Share Scheme 1 016 489 885 896 Weighted average number of ordinary shares (diluted) 86 588 719 86 465 512 Diluted earnings per share (cents) 1 062.1 1 040.3 The average market value of the Company s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the year. 12.3 Headline earnings per share Reconciliation of headline earnings: Profit for the year attributable to ordinary shareholders 919 702 899 478 Adjustments are made to the following: Gross amount 4 934 (536) Profit or loss on disposal of property and equipment (92) (745) The SA SME Fund Limited write-down of investment 5 000 Taxation effect 26 209 Net realised gain on disposal of available-for-sale financial assets (no taxation effect) (14 820) (20 644) Headline earnings 909 816 878 298 Headline earnings per share (cents) 1 063.2 1 026.3 12.4 Diluted headline earnings per share Diluted headline earnings per share (cents) 1 050.7 1 015.8 13. Intangible assets Included in the intangible assets of R452 million (2015: R359 million), are newly developed intangible assets of R171 million (2015: R137 million), mainly in respect of bond ETP, Umnotho and integrated trading and clearing. 74
14. Share-based payments i. Vesting of Allocation 3 Tranche 2 shares during the period under review ii. The third award ( Allocation 3 ) under LTIS 2010 was granted in June 2012 with the following vesting profile: Tranche 2: 50% of the total award, vesting in June 2016 (during the period under review). 114 350 Personal performance shares vested for those participants still in the employ of the JSE on 1 June 2016. In respect of Tranche 2 corporate performance shares, the Board assessed performance over the four-year vesting term against the pre-set financial and strategic targets and determined that 80% of these Tranche 2 shares should vest for those participants still in the employ of the JSE on 1 June 2016. The remainder of the Tranche 2 corporate performance shares (being 9 770 shares) were forfeited by participants. As at 31 December 2016, details of Tranche 2 were as follows: Personal Corporate performance performance Total Tranche 2 fully vested shares shares shares Original number of Tranche 2 shares awarded in June 2012 131 800 51 500 183 300 Forfeited by leavers to date (17 450) (2 650) (20 100) Tranche 2 shares forfeited for missing performance targets (9 770) (9 770) Accelerated for good leavers (7 300) (5 360) (12 660) Tranche 2 shares vested on 1 June 2016 (107 050) (33 720) (140 770) Tranche 2 shares outstanding Vesting of Allocation 4 Tranche 1 shares during the period under review The fourth award ( Allocation 4 ) under LTIS 2010 was granted in May 2013 with the following vesting profile: Tranche 1: 50% of the total award, vesting was completed during the current period. Tranche 2: 50% of the total award, vesting on 1 June 2017. 150 450 Personal performance shares vested for those participants still in the employ of the JSE on 1 June 2016. In respect of Tranche 1 corporate performance shares, the Board assessed performance over the four-year vesting term against the pre-set financial and strategic targets and determined that 86.54% of these Tranche 1 shares should vest for those participants still in the employ of the JSE on 1 June 2016. The remainder of the Tranche 1 corporate performance shares (being 8 211 shares) were forfeited by participants. As at 31 December 2016, details of Tranche 1 were as follows: Personal Corporate performance performance Total Tranche 1 fully vested shares shares shares Original number of Tranche 1 shares awarded in June 2012 164 250 64 300 228 550 Forfeited by leavers to date (13 800) (3 250) (17 050) Tranche 1 shares forfeited for missing performance targets (8 211) (8 211) Accelerated for good leavers (3 250) (3 246) (6 496) Tranche 1 shares vested on 1 June 2016 (147 200) (49 593) (196 793) ABOUT THIS REPORT ABOUT THE JSE STRATEGY AND PERFORMANCE RESULTS SHAREHOLDER INFORMATION Tranche 1 shares outstanding 75
Selected notes to the consolidated financial statements (continued) For the year ended 31 December 2016 iii. Grant of Allocation 7 under LTIS 2010 during the period under review At the annual general meeting held on 26 May 2016, shareholders approved two special resolutions authorising the acquisition of shares for the purposes of awards under the LTIS 2010 scheme as well as the provision of financial assistance to the JSE LTIS 2010 Trust for a period of two years, for the purpose of acquiring such JSE ordinary shares in the open market for allocation to selected employees in accordance with the rules of LTIS 2010. In accordance with the terms of these resolutions, the Board approved a fresh annual allocation of 342 090 shares ( Allocation 7 ) to selected employees for the 2016 year. These individual allocations were accepted by all scheme participants on 4 March 2016. As at this date, the grant date as defined in IFRS 2 had not been determined as the detailed terms of the vesting conditions were in the process of being finalised. These were finalised and communicated to all affected parties on 21 October 2016, which was established as the grant date as defined in IFRS 2. The initial award under Allocation 7 comprised a total of 342 090 JSE ordinary shares and these shares were acquired in the open market by 10 March 2016, at a volumeweighted average price (including all execution costs) of R158.25 per ordinary share. An additional purchase of 9 684 shares was executed in respect of the Human Resources Director who joined the Company on 25 November 2016, at a volume-weighted average price (including all execution costs) of R161.01 per ordinary share. All Allocation 7 shares are held in trust and are restricted until all vesting conditions are fulfilled, whereupon the shares vest. Included in the total number of shares granted of 351 774, a total of 177 214 corporate performance shares have been granted to members of the JSE s Excecutive Committee. No personal performance shares were allocated under Allocation 7. Information on Allocation 7 is as follows: Corporate performance shares Share price at grant date (rands per share) 158.25 Total number of shares granted 342 090 Dividend yield 3% Grant date 21 October 2016 Vesting profile: 50% of the shares awarded vest on 1 March 2019 (Tranche 1) 171 045 50% of the shares awarded vest on 1 March 2020 (Tranche 2) 171 045 Share price at grant date (rands per share) 161.01 Total number of shares granted 9 684 Dividend yield 3% Grant date 25 November 2016 Vesting profile: 50% of the shares awarded vest on 1 March 2019 (Tranche 1) 4 842 50% of the shares awarded vest on 1 March 2020 (Tranche 2) 4 842 The profit or loss charge for the period, calculated using the Black-Scholes valuation methodology, in respect of allocations granted under LTIS 2010 is as follows: 2016 2015 Allocation #2 (granted in May 2011) R0.7m Allocation #3 (granted in June 2012) R1.1m R5.3m Allocation #4 (granted in May 2013) R8.3m R6.6m Allocation #5 (granted in May 2014) R8.7m R5.5m Allocation #6 (granted in June 2015) R9.5m R3.1m Allocation #7 (granted in October 2016) R3.2m R30.8 R21.2m 76
15. Fair value estimation Financial instruments measured in the statement of financial position at fair value require disclosure. The following is the fair value measurement hierarchy: Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). Inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). The following table presents the Group s assets and liabilities that are measured at fair value. Level 1 Level 2 Level 3 Total balance R 000 R 000 R 000 R 000 2016 Assets Other investments Equity securities (available-for-sale) 135 108 140 116 275 224 Debt investments (available-for-sale) 18 245 18 245 Total assets 153 353 140 116 293 469 2015 Assets Other investments Equity securities (available-for-sale) 154 775 129 098 283 873 Debt investments (available-for-sale) 28 690 28 690 Total assets 183 465 129 098 312 563 The carrying values approximates the fair value. 16. Audit opinion KPMG Inc, the Group s independent auditor, has audited the consolidated annual financial statements of the JSE Limited from which the summarised consolidated results contained in this report have been derived, and has expressed an unmodified audit opinion on the consolidated annual financial statements. The summarised consolidated financial results comprise the statements of financial position at 31 December 2016 and the statements of comprehensive income, changes in equity and cash flows for the year then ended and selected explanatory notes. A copy of the auditor s report is available for inspection at the JSE s registered office. The auditor s report does not necessarily report on all of the information contained in these summarised annual results and cash dividend declaration. Shareholders are therefore advised to obtain a copy of the auditor s report together with the accompanying financial information from the JSE s registered office. One Exchange Square, 2 Gwen Lane, Sandown, South Africa Private Bag X991174, Sandton, 2146, South Africa Tel: +27 11 520 7000, Fax +27 11 520 8584 Sponsor: Rand Merchant Bank (A division of FirstRand Bank Limited) 28 February 2017 ABOUT THIS REPORT ABOUT THE JSE STRATEGY AND PERFORMANCE RESULTS SHAREHOLDER INFORMATION 77